Targeted  Markets

“COMPANY” has a significant opportunity to provide necessary services to currently fragmented and inefficient markets, including: (ADD TARGET MARKETS)

¨   .

¨   .

¨   .

Principal Future Revenue Sources 

The principal future source of “COMPANY” revenues is expected to be :

 “HOW YOU WILL MAKE MONEY”

“COMPANY” Financial Projections 

“COMPANY”. Its business and revenue models are principally based on “FEES” The summary projections below represent combined results for “COMPANY” operations for PROJECTION DATE(S). See Appendix A for additional detail.

                Four Year Summary Projections

·      All dollar figures are in millions.

·      Costs and revenues do not include a contingency factor.

·     “ACCOUNTANT”, “COMPANY”’s outside auditor, has not examined, compiled, or performed any procedures on the projections.

Patent Filings /  Program Status

In “DATE, “COMPANY” filed a patent application ("Patent Application") U.S. Serial Number "NAME OF PATENT(S)

The Patent Application includes “DISCRIPTION”

“COMPANY” is planning for the initial launch of “COMPANY” commercial operations in “DATE”.

Joint Venture(s), partnerships or other significant relationships

“LIST ANY JV PARTNERS”

“COMPANY” has a joint venture agreement with “PARTNER” to provide stock on the NTS – and to facilitate secondary trading of its common stock on the “COMPANY”.

Marketing and Sales

(SAMPLE TEX) The marketing and sales campaign is expected to include direct sales,  advertising, targeted direct mail, telemarketing programs and formation of strategic

relationships with financial intermediaries. “COMPANY” will also be presented by targeted e-mail, on websites of leading search engines, and through other effective advertising channels. A toll-free telephone Member support service and online tutorial training is planned.

Competition

“LIST COMPETITORS WITH COMPARISION CHART, OR ;

            (SAMPLE TEXT)

TO THE “COMPANY”’S knowledge there are no other providers with the same business model as the COMPANY, providing (describe your key product and/or business model)

Key Management & Advisors

“COMPANY”’s directors and officers and members of the Advisory Committee to its Board of Directors are:

The Securities Offered 

“COMPANY”., a Nevada corporation (““COMPANY””, or the “Company”), is offering up to “NUMBER” units (“Units” or “Units”) at a purchase price of $”PRICE” per Unit. Each Unit consists of (1) a $XXX senior corporate promissory note (“the Note”), with interest payable quarterly at xx% per annum, commencing “DATE”, with all principal and accrued interest due and payable on or before “DATE”, for a purchase price of $XXX, and (2) xxx unregistered shares of the Company’s common stock (the “Shares”) for a purchase price of $YYY. See the Form of Promissory Note in Appendix B.

The 2002A Notes when issued will have equal rights of preference and payment and the Company agrees to provide seniority in right of preference and payment of all interest and principal, and any related fees and charges, to any unsecured obligations incurred for monies borrowed by the Company subsequent to the date of this Memorandum. The  Notes are unsecured. The Company has never issued secured debt and has $”NUMBER” of preexisting senior debt.

The Shares, when issued, will be fully paid and non-assessable. As of “DATE”, there are “NUMBER”  shares issued and outstanding. As of “DATE”, there are issued and outstanding incentive options to purchase a total of “NUMBER” shares – “NUMBER” shares exercisable at $xx.00 per share, and “NUMBER” shares issued in “DATE that are exercisable at $0.YY per share. As of “DATE”, there are issued and outstanding warrants to purchase XXX shares at $yy.00 per share. If all XXX Shares are sold pursuant to this Unit Offering, this will represent YYY% of the currently outstanding Shares (XXX% on a fully diluted basis if all outstanding options and warrants are exercised).

Terms of the Offering

The Units are offered pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (“Securities Act”) and applicable state securities laws. The minimum subscription is one Unit ($XXX), unless “COMPANY” elects, in its discretion, to accept a partial subscription. The Offering price per Share has been arbitrarily determined by “COMPANY” and bears no relationship to the assets, earnings, book value or any other objective measure of “COMPANY”’s value.

Use of Proceeds

If the Offering is fully subscribed, the minimum net proceeds to “COMPANY” from the sale of the Units, after deducting maximum potential Offering expenses, will be $5,542,000XXX. The net proceeds will be used to continue development of the “COMPANY”  (SAMPLE TEXT) Website, for business development and marketing, for commercial operations, strategic acquisitions, and for payment of company obligations.

The Private Placement Memorandum provides for payment of commissions to securities dealers and fees to bona fide finders. No minimum number of Units must be sold in order for the Company to accept any subscription. All accepted subscription funds will be immediately available for Company purposes without impound or escrow.

Risk Factors and Dilution

The Units offered by this private placement should be considered as a speculative investment, involving a high degree of risk, including loss of the entire investment. The Shares offered as a part of this Unit offering will involve immediate and substantial dilution to subscribers. 

Who May Subscribe To This Offering

The Units offered are available for purchase only by U.S. “Accredited Investors” as defined in Regulation D of the Securities Act and to all investors who are not U.S. citizens or permanent residents. Investors who wish to subscribe to the Units, after reviewing the information contained in the Memorandum, must complete and execute the Subscription Documents and post them with their checks or bank wire transfer to “COMPANY”.

Additional Information

Additional information about “COMPANY”, including a copy of the Company’s Private Placement Memorandum, dated as of “DATE” is available through “COMPANY” to prospective qualified investors.

Company Executive Offices

“COMPANY CONTACT INFORMATION HERE”

Statements in this Summary of the Memorandum that are not historical facts, including those statements that refer to “COMPANY”’s plans, prospects, expectations, financial projections, strategies, intentions, and beliefs, are forward-looking statements. These forward-looking statements are based on information available to “COMPANY” today, and “COMPANY” assumes no obligation to update these statements as circumstances change. There are risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Also, “COMPANY” is a development stage company and there is substantial doubt about its ability to continue as a going concern, as its continued operations are dependent upon raising significant additional working capital from private placements of equity or from other sources in order to continue its operations.

Appendix A

Financial Projections - 2002 through 2005

(Totals may differ from sum of displayed numbers due to rounding)

ADD TERMS OF PROMISSARY NOTE HERE